Item 5.07 Submission of Matters to a Vote of Security Holders.

The annual meeting of shareholders (the "Annual Meeting") of CapStar Financial Holdings, Inc. (the Company") was held on April 19, 2023. At the Annual Meeting, the Company's shareholders (i) elected thirteen (13) directors, (ii) approved, on a non-binding, advisory basis, the compensation paid to our named executive officers, (iii) ratified the appointment of Elliott Davis, LLC as the Company's independent registered public accounting firm. The Proposals presented at the Annual Meeting are described in more detail in the Company's Definitive Proxy Statement on Schedule 14A that was filed with the United States Securities and Exchange Commission on March 10, 2023 (the "Proxy Statement"). Holders of 17,932,942 shares of the Company's common stock, or approximately 83.2% of the 21,557,567 shares of common stock that are issued and outstanding and entitled to vote, were present in person or represented by proxy at the Annual Meeting.

The following are the final voting results on the Proposals presented to the Company's shareholders at the Annual Meeting.

Proposal 1: Election of Directors



At the Annual Meeting, thirteen (13) Directors were recommended for election to
serve on the Company's Board of Directors (the "Board") until the 2024 Annual
Meeting of Shareholders and until their successors have been duly elected and
qualified or until such director's earlier resignation or removal. The Company's
shareholders elected by the following vote each of the thirteen (13) director
nominees nominated by the Company's Board to serve as directors until the 2024
annual meeting of shareholders and until their successors have been duly elected
and qualified:

Director                        For          Withhold       Broker Non-Votes
L. Earl Bentz                 12,209,331       470,122              5,253,489
William T. ("Pete") DeLay     12,360,165       319,288              5,253,489
Sam B. DeVane                 12,369,450       310,003              5,253,489
Thomas R. Flynn               12,320,444       359,009              5,253,489
W. Harrison Frist, Jr.        12,360,690       318,763              5,253,489
Louis A. Green III            12,326,472       352,981              5,253,489
Valora S. Gurganious          12,240,368       439,085              5,253,489
Myra NanDora Jenne            12,610,841        68,612              5,253,489
Joelle J. Phillips            12,203,283       476,170              5,253,489
Timothy K. Schools            12,004,687       674,766              5,253,489
Stephen B. Smith              11,786,259       893,194              5,253,489
James S. Turner, Jr.          12,280,210       399,243              5,253,489
Toby S. Wilt                  12,161,242       518,211              5,253,489

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

The Company's shareholders approved, on a non-binding advisory basis, executive officer compensation. The voting results were as follows:



    For           Against       Abstain       Broker Non-Votes
  11,788,854       479,623       410,976              5,253,489

Proposal 3: Ratification of Elliott Davis, LLC as the Company's Independent Registered Public Accounting Firm

The Company's shareholders ratified the Board's appointment of Elliott Davis, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:



    For          Against       Abstain      Broker Non-Votes
  17,911,206       20,880           856                     -

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